The MergerEffect on Awards Outstanding
under Guidant Stock Incentive Plans, for details on the treatment of Guidant stock options in the
merger.

Boston Scientific
will account for the merger as a purchase under United States generally
accepted accounting principles. Under the purchase method of accounting, the
assets and liabilities of Guidant will be recorded as of the acquisition date,
at their respective fair values, and consolidated with those of Boston
Scientific. The results of operations of Guidant will be consolidated with those
of Boston Scientific beginning on the date of the merger.

The merger is
subject to customary closing conditions, including the approval of Guidant
shareholders, Boston Scientific stockholders and receipt of certain regulatory
approvals. Subject to these conditions, Boston Scientific currently expects
that the merger will close during the week of April 3, 2006. The unaudited
pro forma condensed consolidated financial information does not reflect any
additional amounts that may be paid per share for closing on or after April 1,
2006, as a definitive closing date has not been determined.